HomeMy WebLinkAboutOrd 2015 Authorizing Issuance of BondsPRIVATE PLACEMENT LETTER
December 14,2015
City of West University Place,Texas
3800 University Boulevard
West University Place,Texas 77005
Re:City of West University Place,Texas General Obligation Refunding Bonds,Series
2016 (the “Bonds”)
Ladies and Gentlemen:
We have agreed to purchase,and the City of West University Place,Texas (the “City”)
has agreed to sell to us,the captioned Bonds at the purchase price of $3,170,000,and no accrued
interest.Such Bonds will bear the terms,redemption provisions,if any,and be secured as
described in the City’s ordinance authorizing the same adopted December 14,2015,all subject to
receipt by you and by us of such opinions,certificates,and other documents as you or we may
reasonably require to establish the validity and legality of the Bonds.
We hereby represent and warrant that:
(1)we are (i)an “accredited investor”within the meaning of Regulation D
promulgated under the Securities Act of 1933 or (ii)a state or national bank organized under the
laws of the United States,and we have sufficient knowledge and experience in financial and
business matters,including purchase and ownership of tax-exempt municipal obligations,to be
able to evaluate the economic risks and merits of the purchase of the Bonds;
(2)we have made our own inquiry and analysis with respect to the Bonds and the
security therefor,and other material factors affecting the security and payment of the Bonds,and
we have not relied upon any statement by you,your officers,directors,or employees,or your
financial consultants or legal advisors in connection with such inquiry or analysis or in
connection with the purchase of the Bonds;
(3)we have either been furnished with or have had access to all necessary
information that we desire in order to enable us to make an informed decision concerning the
purchase of the Bonds,and we have had the opportunity to ask questions and receive answers
from knowledgeable individuals concerning the purpose for which the proceeds of the Bonds
will be utilized,and the security therefor,so that we have been able to make an informed
decision to purchase the Bonds;
(4)we are purchasing the Bonds for our own account,as evidence of a loan to the
City,and not with a view to,and with no present intention of,selling,pledging,transferring,
conveying,hypothecating,mortgaging,disposing,reoffering,distributing,or reselling the Bonds,
{00176593.DOC }7327063 I_i
or any part or interest thereof,except to persons who are able to and do confirm in writing to us
and to you the representations contained in paragraphs (1)through (3)of this letter and this
paragraph to the same extent as if such paragraphs referred to such person;and
(5)we further acknowledge that we are responsible for consulting with our advisors
concerning any obligations,including,but not limited to any obligations pursuant to federal and
state securities and income tax laws we may have with respect to subsequent purchasers of the
Bonds if and when any such future disposition of the Bonds may occur.
(6)The City hereby covenants that:
a.It will provide us with its audited annual financial statements within 180 days
after each fiscal year end;and
b.It agrees to deliver to us any other financial information regarding the City that
we may reasonably request from time to time.
[EXECUTION PAGE FOLLOWS]
{00176593.DOC —2—
Very truly yours,
FIRST NATIONAL BAl’~K TEXAS
First National Bank Texas
P0 Box 909
Killeen,TX 76540
SIGNATURE PAGE TO THE PRiVATE PLACEMENT LETTER
Title:Vr~~Pres icfcrr/
{00176593.DOC }
AGREED TO ANDACCEPTED THIS December 14,2015.
CITY OF WEST UNIVERSITY PLACE,TEXAS
&~Vc3/ou~O
SIGNATURE PAGE FOR PRIVATE PLACEMENT LETTER
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTY OF HARRIS §
CITY OF WEST UNIVERSITY PLACE §
I,the undersigned City Secretary of the City of West University Place,Texas (the
‘City”)DO HEREBY CERTIFY as follows:
1.That on the 14th day of December,2015,the City Council of the City (the
“Council”)convened in regular session (the “Meeting”)at its regular meeting place in the City
Hall of the City;the duly constituted members of the Council being as follows:
Susan Sample Mayor
Burt Ballanfant Councilmember
Bob Kelly Councilmember
Brennan Reilly Councilmember
Mardi Turner Councilmember
all of such persons were present at the Meeting,except for none ,thus
constituting a quorum.Among other business considered at the Meeting,the attached ordinance
(the “Ordinance”)entitled:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF WEST
UNIVERSITY PLACE,TEXAS,GENERAL OBLIGATION REFUNDING
BONDS,SERIES 2016”;LEVYING AN AD VALOREM TAX;
AUTHORIZING THE EXECUTION OF A PRIVATE PLACEMENT
LETTER,PAYING AGENCY AGREEMENT AND OTHER MATTERS IN
CONNECTION THEREWITH
was introduced and submitted to the Council for passage and adoption.After presentation and
due consideration of the Ordinance,and upon a motion duly made and seconded,the Ordinance
was finally passed and adopted by the Council to be effective immediately by the following vote:
5 voted “For”0 voted “Against”0 abstained
all as shown in the official minutes of the Council for the Meeting.
2.That the Ordinance is a true,fill,and correct copy of the original on file in the
official records of the City;said Ordinance has been duly recorded in said Council’s minutes of
said Meeting;the above and foregoing paragraph is a true,full and correct excerpt from said
Council’s minutes of said Meeting pertaining to the passage of said Ordinance;that the duly
qualified and acting members of the Council on the date of the Meeting are those persons shown
above and,according to the records of my office,advance notice of the time,place,and purpose
of the Meeting was given to each member of the Council;and each of said members consented,
in advance,to the holding of said Meeting for such purpose;and that the Meeting and the
(00176425.DoC }
deliberation of the aforesaid public business was open to the public and written notice of the
Meeting,including the subject of the Ordinance,was posted and given in advance thereof in
compliance with the provisions of Chapter 551,Texas Government Code,as amended.
3.That the Mayor of said City has approved and hereby approves the aforesaid
Ordinance and that the Mayor and City Secretary of said City have duly signed said Ordinance.
4.That the Ordinance has not been modified,amended or repealed and is in fill
force and effect.
IN WITNESS WHEREOF,I have hereunto signed my name officially and affixed the
seal of the City,this the 14th day of December,2015.
City Secretary
City of West University Place,Texas
{00176425D0C }2
Ordinance No.2015
AN ORDINANCE
AUTHORIZING THE ISSUANCE OF
“CITY OF WEST UNIVERSITY PLACE,TEXAS,
GENERAL OBLIGATION REFUNDING BONDS,SERIES 2016”;
LEVYING AN AD VALOREM TAX;
AUTHORIZING THE EXECUTION
OF A PRIVATE PLACEMENT LETTER,
PAYING AGENCY AGREEMENT;
AND OTHER MATTERS IN CONNECTION THEREWITH.
CITY OF WEST UNIVERSITY PLACE,TEXAS
ADOPTED DECEMBER 14,2015
{00176324.DOC
TABLE OF CONTENTS
Page
RECITALS .1
ARTICLE ONE THE BONDS .2
SECTION 1.1 Authorization and Terms;Purpose 3
SECTION 1.2 Redemption 3
SECTION 1.3 Execution,Registration by Comptroller;Delivery,and Dating 3
SECTION 1.4 Registration,Transfer,and Exchange 4
SECTION 1.5 Mutilated,Destroyed,Lost,and Stolen Bonds 5
SECTION 1.6 Persons Deemed Owners S
SECTION 1.7 Cancellation 6
SECTION 1.8 Book-Entry Only 6
ARTICLE TWO DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION 7
SECTION 2.1 Definitions 7
SECTION 2.2 Notices 11
SECTION 2.3 Effect of Headings and Table of Contents;Recitals 11
SECTION 2.4 Ordinance a Contract;Amendments 11
SECTION 2.5 Benefits of Ordinance 12
SECTION 2.6 Repealer 12
SECTION 2.7 Governing Law 12
SECTION 2.8 Severability 12
SECTION 2.9 Public Meeting 12
SECTION 2.10 Authority of Officers 13
ARTICLE THREE FORMS 14
SECTION 3.1 Forms Generally 14
SECTION 3.2 Form of Bond 15
SECTION 3.3 Form of Registration Certj/Icate of Comptroller ofPublic
Accounts 19
SECTION 3.4 Form of CertWcate of Paying Agent 19
SECTION 3.5 Form ofAssignment 20
SECTION 3.6 Insurance Legend 20
SECTION 3.7 Form of Initial Bond 20
ARTICLE FOUR TAXES,REVENUES,AND FUNDS;INVESTMENTS 22
SECTION 4.1 Debt Service Fund 22
SECTION 4.2 Deposits to Debt Service Fund;Excess Bond Proceeds 22
SECTION 4.3 Tax Levy 22
SECTION 4.4 Investments and Security For Funds 23
{00176324.DOC J
SECTION 4.5 Funding of Defeasance;Redemption of Refunded Bonds 28
SECTION 4.6 Use of Proceeds 28
ARTICLE FIVE COVENANTS 25
SECTION 5.1 To Maintain Agency 25
SECTION 5.2 Covenants to Maintain Tax-Exempt Status 25
SECTION 5.3 Remedies in Event of Default 29
ARTICLE SIX DEFEASANCE 30
SECTION 6.1 Discharge of Obligations 30
ARTICLE SEVEN SALE 32
SECTION 7.1 Sale of the Bonds;Private Placement Letter 32
SECTION 7.2 Payment of Costs of Issuance 32
ARTICLE EIGHT CONTINUING DISCLOSURE UNDERTAKING 33
SECTION 8.1 Definitions 33
SECTION 8.2 Annual Reports 33
SECTION 8.3 Material Event Notices 33
SECTION 8.4 Limitations,Disclaimers,and Amendments 34
11
{00176324.DOC }
AN ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF WEST
UNIVERSITY PLACE,TEXAS,GENERAL OBLIGATION REFUNDING
BONDS,SERIES 2016”;LEVYING AN AD VALOREM TAX;
AUTHORIZING THE EXECUTION OF A PRIVATE PLACEMENT LETTER,
A TRANSFER AND PAYING AGENCY AGREEMENT;AND OTHER
MATTERS IN CONNECTION THEREWITH.
RECITALS
1.The City Council (the “Governing Body”)of the City of West University Place,
Texas (the “Issuer”),a Home Rule city,has heretofore issued its City of West University Place,
Texas,Waterworks and Sewer System Revenue Refunding Bonds,Series 2005,(the “Refunded
Bonds”)described in this Ordinance.
2.The Issuer desires to refund a portion of the Refunded Bonds in advance of their
maturities.
3.The Issuer has determined that the refunding contemplated in this Ordinance will
benefit the Issuer by providing a present value savings of $191,971 in the debt service payable
by the Issuer and that such benefit is sufficient consideration for the refunding.
4.Texas Government Code Chapter 1207,as amended,authorizes the Issuer to issue
refunding bonds payable from taxes,without an election,for the purpose of refunding the
Refunded Bonds in advance of their maturities,in an amount sufficient to provide for the
payment or redemption of the Refunded Bonds,and provides that such deposit shall constitute
the making of firm banking and financial arrangements for the discharge and final payment or
redemption of the Refunded Bonds.
5.The Issuer desires to authorize and provide for the deposit of proceeds of the
refunding bonds,together with other funds,to pay the Refunded Bonds.
6.Upon the issuance of the refunding bonds herein authorized and the deposit of
funds referred to above,the Refunded Bonds shall no longer be regarded as being outstanding,
except for the purpose of being paid pursuant to such deposit,and the pledges,liens,trusts and
all other covenants,provisions,terms and conditions of the ordinances authorizing the issuance
of the Refunded Bonds shall be,with respect to the Refunded Bonds,discharged,terminated and
defeased.
NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF WEST UNIVERSITY PLACE,TEXAS,THAT:
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
{00176324.OOC }
ARTICLE ONE
THE BONDS
SECTION 1.1 Authorization and Terms;Purpose.
A.Authorization,Designation,Principal Amount,Purpose.General Obligation
Bonds of the Issuer shall be and are hereby authorized to be issued in the aggregate principal
amount of $3,170,000 to be designated and bear the title “CITY OF WEST UNIVERSITY
PLACE,TEXAS,GENERAL OBLIGATION REFUNDING BONDS,SERIES 2016,’for the
purpose of refunding the Refunded Bonds and to pay costs incurred in connection with the
issuance of the Bonds,all pursuant to and in conformity with the Constitution and laws of the
State of Texas,including particularly,but not by way of limitation,Texas Government Code
Chapter 1207,as amended.
B.Denominations,Stated Maturities,Interest Rates.The Bonds shall be issued as
fully registered obligations only in denominations of $5,000 or any integral multiple (within a
Stated Maturity)thereof,and shall become due and payable on February 1 in each of the years
and in principal amounts (the “Stated Maturities”)and bear interest at the rate(s)per annum in
accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate (%)
2016 $790,000 1.445%
2017 $410,000 1.445%
2018 $425,000 1.445%
2019 $410,000 1.445%
2020 $390,000 1.445%
2021 $380,000 1.445%
2022 $365,000 1.445%
The Bonds shall bear interest on the unpaid principal amounts from January 12,2016 at the
rate(s)per annum shown above in this Section (calculated on the basis of a 360-day year of
twelve 30-day months).Interest on the Bonds shall be payable on February 1 and August 1 in
each year,commencing February 1,2016.The Bonds shall have a dated date of January 12,
2016.
C.Terms of Payment.The principal of and the interest on the Bonds,due and
payable by reason of maturity or otherwise,shall be payable only to the Registered Owners
appearing on the Security Register maintained by the Paying Agent,and the payment thereof
shall be in any coin or currency of the United States of America,which at the time of payment is
legal tender for the payment of public and private debts and shall be without exchange or
collection charges to the Registered Owners.
Principal of the Bonds shall be payable at the Stated Maturities only upon presentation
and surrender of the Bonds to the Paying Agent at the Place of Payment.Interest on the Bonds
(00176324.DOC }
shall be paid to the Registered Owners whose name appears in the Security Register at the close
of business on the Record Date and shall be paid by the Paying Agent (i)by check sent United
States Mail,first class postage prepaid,to the address of the Registered Owner recorded in the
Security Register or (ii)by such other method,acceptable to the Paying Agent,requested by,and
at the risk and expense of,the Registered Owner.
If the date for the payment of the principal of or interest on the Bonds shall be a Saturday,
Sunday,a legal holiday,or a day on which banking institutions in the city where the Paying
Agent is located are authorized by law or executive order to close,then the date for such
payment shall be the next succeeding day which is not such a Saturday,Sunday,legal holiday,or
day on which banking institutions are authorized to close,and payment on such date shall have
the same force and effect as if made on the original date payment was due.
In the event of a non-payment of interest on a scheduled payment date,and for 30 days
thereafter,a new record date for such interest payment (a “Special Record Date”)will be
established by the Paying Agent,if and when funds for the payment of such interest have been
received from the Issuer.Notice of the Special Record Date and of the scheduled payment date
of the past due interest (“Special Payment Date”),which shall be 15 days after the Special
Records Date)shall be sent at least five business days prior to the Special Record Date by United
States Mail,first class postage prepaid,to the address of each Registered Owner of a Bond
appearing on the registration books of the Paying Agent at the close of business on the last
business day next preceding the date of mailing of such notice.
SECTION 1.2 Redemption.
The Bonds are not subject to optional redemption prior to maturity.
SECTION 1.3 Execution,Registration by Comptroller;Delivery,and Dating.
The Mayor of the Issuer shall execute the Bonds on behalf of the Issuer and such
signature shall be attested by the Secretary of the Issuer.The signature of either of said officers
on the Bonds may be manual or facsimile.Bonds bearing the manual or facsimile signatures of
individuals who were at the time the proper officers of the Issuer bind the Issuer,notwithstanding
that such individuals or either of them cease to hold such offices prior to the certification and
delivery of such Bonds.The seal of the Issuer may be reproduced,faxed,or impressed thereon
but is not required except as otherwise required under Texas law.
The Mayor of the Issuer is authorized and directed to execute and the Secretary of the
Issuer to attest the initial Bond in the name of First National Bank Texas.The Mayor of the
Issuer is further authorized and directed to submit such initial Bond,together with the record of
the proceedings authorizing the issuance thereof and any and all other necessary orders,
certificates,and records,to the Attorney General of Texas for approval.After the Attorney
General has approved such Bonds,the Mayor of the Issuer shall cause such Bonds to be
delivered to the Comptroller of Public Accounts of the State of Texas for registration.If
requested by the Attorney General or its representatives,or if otherwise deemed necessary to
properly evidence the intent of the Issuer in the adoption of this Ordinance,the Mayor or Mayor
Pro Tern of the Issuer may make such ministerial changes in the written text of this Ordinance as
{00176324.DOC }
such officer determines are consistent with the intent and purposes of this Ordinance,which
determination shall be final.Upon registration of the Bonds,the Comptroller is authorized and
directed to deliver the Bonds in accordance with instructions of the Mayor of the Issuer.At any
time thereafter the Issuer may deliver such Bonds to the Paying Agent together with definitive
Bonds to be issued in exchange therefor,and the Paying Agent is directed,within not more than
five business days following receipt of instructions from the payee named therein designating the
Persons,Stated Maturities,and denominations to and in which such Bonds are to be transferred,
register and deliver such definitive Bonds as provided in such instructions.The officers or acting
officers of the Governing Body are authorized to execute and deliver on behalf of the Governing
Body such certificates and instruments as may be necessary to accomplish or in furtherance of
the delivery of the Bonds to and payment therefor by the Purchasers.
All Bonds registered and delivered by the Paying Agent hereunder are to be dated by the
Paying Agent the date of their registration.
No Bond is entitled to any right or benefit under this Ordinance,or is valid or obligatory
for any purpose,unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 3.3,executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent by manual signature,or a certificate
of registration substantially in the form provided in Section 3.4,executed by the Paying Agent by
manual signature,and either such certificate upon any Bond is conclusive evidence,and the only
evidence,that such Bond has been duly certified or registered and delivered.
SECTION 1.4 Registration,Transfer,and Exchange.
The Issuer shall cause to be kept at the Place of Payment a register (herein referred to as
the “Security Register”)in which,subject to such reasonable regulations as the Issuer or the
Paying Agent may prescribe,the Paying Agent shall provide for the registration of the Bonds and
of transfers of the Bonds as herein provided.
Upon surrender or transfer of any Bond at the Place of Payment,the Issuer shall execute,
and the Paying Agent shall register and deliver,in the name of the designated transferee or
transferees,one or more new Bonds of the same Stated Maturity,of any authorized
denominations,and of a like aggregate principal amount.New Bonds registered and delivered in
an exchange or transfer will be delivered by the Paying Agent at the Place of Payment or sent by
United Stated Mail at the Holder’s written request,risk,and expense.
At the option of the Holder,Bonds may be exchanged for other Bonds of the same Stated
Maturity,of any authorized denominations,and of like aggregate principal amount,upon
surrender of the bonds to be exchanged at the Place of Payment.Whenever any Bonds are so
surrendered for exchange,the Issuer shall execute,and the Paying Agent shall register and
deliver,the Bonds which the Holder of Bonds making the exchange is entitled to receive.
Every Bond presented or surrendered for transfer or exchange must be duly endorsed,or
be accompanied by a written instrument of transfer in form satisfactory to the Paying Agent duly
executed,by the Holder thereof or his attorney duly authorized in writing.
(00176324.DOC }
No service charge may be made to the Holder for any registration,transfer,or exchange
of Bonds,but the Issuer or the Paying Agent may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or
exchange of Bonds.
Neither the Issuer nor the Paying Agent is required (1)to transfer or exchange any Bond
during a period beginning 45 days prior to a Redemption Date hereunder and ending at the close
of business on the day of mailing of a notice of redemption or (2)thereafter to transfer or
exchange in whole or in part any Bond so selected for redemption.
SECTION 1.5 Mutilated,Destroyed,Lost,and Stolen Bonds.
If (1)any mutilated Bond is surrendered to the Paying Agent,or the Issuer and the Paying
Agent receive evidence to their satisfaction of the destruction,loss,or theft of any Bond,and
(2)there is delivered to the Issuer and the Paying Agent such security or indemnity as they
require to save each of them harmless,then,in the absence of notice to the Issuer or the Paying
Agent that such Bond has been acquired by a bona fide purchaser,the Issuer shall execute and
upon its request the Paying Agent shall register and deliver,in exchange for or in lieu of any
such mutilated,destroyed,lost,or stolen Bond,a new Bond of the same Stated Maturity,and of
like tenor and principal amount,bearing a number not contemporaneously outstanding.
In case any such mutilated,destroyed,lost,or stolen Bond has become or is about to
become due and payable,the Issuer in its discretion may pay such Bond instead of issuing a new
Bond.
Upon the issuance of any new Bond under this Section,the Issuer or the Paying Agent
may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
Every new Bond issued pursuant to this Section in lieu of any mutilated,destroyed,lost,
or stolen Bond constitutes an original additional contractual obligation of the Issuer,whether or
not the mutilated,destroyed,lost,or stolen Bond is at any time enforceable by anyone,and the
new Bond is entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Bonds.
The provisions of this Section are exclusive and preclude (to the extent lawful)all other
rights and remedies with respect to the replacement and payment of mutilated,destroyed,lost,or
stolen Bonds.
SECTION 1.6 Persons Deemed Owners.
The Issuer and the Paying Agent,and any agent of either,may treat the Registered Owner
as the owner of a Bond for purposes of receiving payment of principal and Redemption Price of
and (subject to Section 1.3)interest on the Bond and for all other purposes whatsoever,whether
or not the Bond is due or overdue,and neither the Issuer nor the Paying Agent,or any agent of
either,is affected by notice to the contrary.
{00176324.DOC }
SECTION 1.7 Cancellation.
All Bonds surrendered for payment,redemption,transfer,exchange,or replacement,if
surrendered to the Paying Agent,are to be promptly canceled by it and,if surrendered to the
Issuer,are to be delivered to the Paying Agent and,if not already canceled,are to promptly be
canceled by the Paying Agent.The Issuer may at any time deliver to the Paying Agent for
cancellation any Bonds previously certified and delivered which the Issuer acquires in any
maimer whatsoever,and all Bonds so delivered are to be promptly canceled by the Paying Agent.
No Bond may be certified in lieu of or in exchange for any Bond canceled as provided in this
Section,except as expressly provided by this Ordinance.All canceled Bonds held by the Paying
Agent are to be disposed of in accordance with the standard document retention policies of the
Issuer.
SECTION 1.8 Book-Entry Only.
Notwithstanding the provisions contained in Sections 1.3,1.4,1.5,or 1.6 relating to the
payment,redemption and transfer/exchange of the Bonds,the Issuer hereby approves and
authorizes the use of “Book-Entry Only”securities clearance,settlement and transfer system
provided by The Depository Trust Company (“DTC”),a limited purpose trust company
organized under the laws of the State of New York,in accordance with DTC’s requirements and
procedures,and authorizes the Issuer and the Paying Agent to take such as actions as are
necessary to qualii~’the Bonds with DTC and to deliver the Bonds through DTC.Pursuant to the
rules and procedures of DTC now in effect,the Bonds shall be deposited with DTC (or with the
Paying Agent on behalf of DTC)who shall hold said Bonds for its participants (the “DTC
Participants”).While the Bonds are so held,the Registered Owner of the Bonds on the Security
Register for all purposes,including payment and notices,shall be First National Bank Texas,as
nominee of DTC,notwithstanding the ownership of each actual purchaser or owner of each Bond
(the “Beneficial Owners”)being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book-entry clearance and settlement of securities transactions in
general or the Issuer determines that DTC is incapable of properly discharging its duties as
securities depository for the Bonds,the Issuer covenants and agrees with the Registered Owners
of the Bonds to cause Bonds to be printed in definitive form and provide for the certificated
certificates to be issued and delivered to DTC Participants and Beneficial Owners,as the case
may be.Thereafter,the Bonds in definitive form shall be assigned,transferred and exchanged on
the Security Register maintained by the Paying Agent and payment of such Bonds shall be made
in accordance with the provisions of Sections 1.2,1.3,1.4,or 1.5.
[The remainder of this page intentionally left blank]
(00176324.DOC }
ARTICLE TWO
DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION
SECTION 2.1 Definitions.
For all purposes of this Ordinance,except as otherwise expressly provided or unless the
context otherwise requires:
(1)The terms defined in this Section have the meanings assigned to them in
this Section.
(2)All terms defined herein include the plural as well as the singular.
(3)All references in this Ordinance to designated “Articles,”“Sections,”
“Exhibits,”and other subdivisions are to the designated Articles,Sections,Exhibits,and
other subdivisions of this Ordinance as originally adopted.
(4)The words “herein,”“hereof,”and “hereunder”and other words of similar
import refer to this Ordinance as a whole and not to any particular Article,Section,
Exhibit,or other subdivision.
“Bonds”means any obligation of the Issuer authorized to be issued by Article One,
whether initially delivered or issued in exchange for or upon transfer or in lieu of any
Predecessor Bond.
“Code”means the Internal Revenue Code of 1986,as amended.
“Computation Date”has the meaning stated in Section 1.148-1(b)of the Regulations.
“Collection Date”means,for any year,the date that annual ad valorem taxes levied by
the Issuer in that year.
“Dated Date”has the meaning stated in Section 1.1(b).
“Debt Service Fund”means the special fi.rnd of the Issuer created and established by the
provisions of Section 4.1.
“Debt Service Requirements”means (i)the interest on the Bonds and (ii)a sinking hind
for payment of principal of the Bonds at Stated Maturity or earlier redemption or a sinking fund
of 2%(whichever amount is greater).
“DTC”means The Depository Trust Company,New York,New York,or any successor
securities depository.
“DTC Participant”means brokers and dealers,banks,trust companies,clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants
{00176324.DOC
through electronic book-entry changes in the accounts of the DTC Participants,thereby
eliminating the need for physical movement of definitive certificates.
‘Fiscal Year”means the annual financial accounting period for the Issuer as established
by the Issuer on or prior to the date of this Ordinance;provided,however,the Governing Body
may change such annual financial accounting period to end on another date if such change if
found and determined to be necessary for accounting purposes or is required by applicable law.
“Governing Body”means the City Council of the Issuer.
“Governmental Obligations”means
(1)direct noncallable obligations of the United States,including obligations
that are unconditionally guaranteed by the United States;
(2)noncallable obligations of an agency or instrumentality of the United
States,including obligations that are unconditionally guaranteed or insured by the agency
or instrumentality and that,on the date the governing body of the issuer adopts or
approves the proceedings authorizing the issuance of refunding bonds,are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA
or its equivalent;and
(3)noncallable obligations of a state or an agency or a county,municipality,
or other political subdivision of a state that have been refunded and that,on the date the
governing body of the issuer adopts or approves the proceedings authorizing the issuance
of refunding bonds,are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent.
“Gross Proceeds”means any proceeds as defined in Section 1.t48-l(b)of the
Regulations,and any replacement proceeds as defined in Section t.t48-l(c)of the Regulations,
of the Bonds.
“Interest Payment Date”means a date specified in the Bonds as a fixed date on which an
installment of interest thereon is due and payable.
“Investment Property”has the meaning stated in Section l.148(b)(2)and (3)of the Code
and includes
(1)a share of stock in a corporation or a right to subscribe for or to receive
such a share,
(2)any obligation,including United States Treasury bonds,notes,and bills
and bank deposits,whether or not certified or interest bearing,but excluding obligations
the interest on which is,in the opinion of counsel nationally recognized in the field of
municipal bond law,excludable from the gross income of any owner thereof and is not
included in computing the alternative minimum taxable income of individuals under the
Code or the Internal Revenue Code of 1954,as amended to the date of issuance of such
obligations,
{00176324.IJOC }
(3)any annuity contract,or any other deferred payment contract acquired to
fund an obligation of the Issuer,or
(4)any other property held for investment.
“Issue Date”means the date on which Bonds are first registered and delivered to the
Purchasers in exchange for the purchase price therefor.
“Issuer”has the meaning stated in the Recitals.
“Maturity”when used with respect to any Bond means the date on which the principal of
such Bond becomes due and payable as therein provided,whether at the Stated Maturity,by call
for redemption,or otherwise.
“Ordinance”means this Ordinance as finally passed and adopted by the Governing Body
or as it may from time to time be supplemented,modified,or amended in accordance with the
provisions hereof.
“Outstanding”when used with respect to Bonds means,as of the date of determination,
all Bonds theretofore issued and delivered under this Ordinance,except,without duplication:
(1)Canceled Bonds:Bonds theretofore canceled by the Paying Agent or
delivered to the Paying Agent for cancellation;
(2)Gross Cash Defeasance:Bonds for whose payment or redemption money
in the necessary amount has been theretofore deposited with the Paying Agent in trust for
the Registered Owner of such Bonds,provided that,if such Bonds are to be redeemed,
notice of such redemption has been duly given pursuant to this Ordinance,irrevocably
provided for to the satisfaction of the Paying Agent,or waived;
(3)Replaced Bonds:Bonds in exchange for or in lieu of which other Bonds
have been registered and delivered pursuant to this Ordinance;
(4)Paid Missing Bonds:Bonds alleged to have been destroyed,lost,or stolen
which have been paid as provided in Section 1.5;and
(5)Net Cash Defeasance:Bonds for the payment of the principal (or
Redemption Price)of and interest on which money or Governmental Obligations or both
are held by the Paying Agent or other bank or trust company and with the effect specified
in Section 6.1;
provided,however,that in determining whether the Registered Owners of the requisite principal
amount of Bonds Outstanding have given any request,demand,authorization,direction,notice,
consent,or waiver hereunder,Bonds owned by the Issuer or any other obligor upon the Bonds
are disregarded and deemed not Outstanding,except that,in determining whether the Paying
Agent is protected in relying upon any such request,demand,authorization,direction,notice,
consent,or waiver,only Bonds which the Paying Agent knows to be so owned are required to be
so disregarded.
{00176324.130C }
“Paying Agent”means the corporation named as the “Paying Agent”herein until a
successor Paying Agent becomes such pursuant to the applicable provisions of this Ordinance,
and thereafter “Paying Agent”means such successor Paying Agent.
“Person”means any individual,corporation,partnership,joint venture,association,joint
stock company,trust,unincorporated organization,or government or any agency or political
subdivision thereof.
“Place of Payment”initially means a corporate trust office of the Paying Agent in
Houston,Texas,established,and thereafter means the city so designated from time to time by the
Issuer as the “Place of Payment”with notice to the Registered Owners.
‘Predecessor Bonds”of any particular Bond means every previous Bond evidencing all
or a portion of the same debt as that evidenced by such particular Bond,and,for purposes of this
definition,any Bond registered and delivered under Section 1.5 in lieu of a mutilated,lost,
destroyed,or stolen Bond is deemed to evidence the same debt as the mutilated,lost,destroyed,
or stolen Bond.
“Purchaser”means the initial purchaser or purchasers of the Bonds named in Section 7.1.
“Record Date”for the interest payable on any Interest Payment Date means the close of
business on the 15th day of the month next preceding such Interest Payment Date.
“Redemption Date”means the date fixed for redemption of a Bond pursuant to the terms
of this Ordinance.
“Redemption Price”means the price specified in the Form of Bond in Section 3.2 as the
price at which a Bond may be redeemed pursuant to the terms of the Ordinance.
“Refunded Bonds”means a portion of the Issuer’s Waterworks and Sewer System
Revenue Refunding Bonds,maturing in the years 2016 through 2022,in the aggregate principal
amount of $3,090,000.
“Registered Owner”mean the registered owner,whose name appears in the Security
Register,for any Bond.
“Regulations”means any temporary or final Income Tax Regulations issued pursuant to
Sections 103 and 141 through 150 of the Code,and 103 of the Internal Revenue Code of 1954,
which are applicable to the Bonds.Any reference to any specific Regulation shall also mean,as
appropriate,any temporary or final Income Tax Regulation designed to supplement,amend or
replace the specific Regulation referenced.
“Security Register”has the meaning stated in Section 1.4.
“Stated Maturity”when used with respect to any Bond means the date specified in such
Bond as the fixed date on which the principal of such Bond is due and payable.
{00176324.DOC)
“Yield’of
(1)any Investment has the meaning set forth in Section 1.148-5 of the
Regulations;and
(2)the Bonds has the meaning set forth in Section 1.148-4 of the Regulations.
SECTION 2.2 Notices.
Where this Ordinance provides for notice to Registered Owners of any event,such notice
is sufficiently given (unless otherwise herein expressly provided)if in writing and mailed,first
class postage prepaid,to each Registered Owner,at the address of such Registered Owner as it
appears in the Security Register close of business on the date next preceding the date of mailing
such notice.Neither the failure to mail such notice,nor any defect in any notice so mailed,to
any particular Registered Owner affects the sufficiency of such notice with respect to all other
Registered Owners.Where this Ordinance provides for notice in any manner,such notice may
be waived in writing by the Person entitled to receive such notice,either before or after the event
with respect to which such notice is given,and such waiver is the equivalent of such notice.
Waivers of notice by Registered Owners are to be filed with the Issuer,but such filing is not a
condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 2.3 Effect of Headings and Table of Contents;Recitals.
The section headings herein and in the Table of Contents are for convenience only and do
not affect the construction hereof.
The Recitals contained in the preamble hereof are hereby found to be true,and such
Recitals are hereby made a part hereof for all purposes and are adopted as part of the judgment
and findings of the Governing Body.
SECTION 2.4 Ordinance a Con tract;Amendments.
This Ordinance constitutes a contract with the Registered Owners entered into upon the
initial purchase of the Bonds,is binding on the Issuer and its successors and assigns whether or
not so expressed,and may not be amended or repealed by the Issuer so long as any Bond remains
Outstanding except as permitted in this Section.
The Issuer may,without the consent of or notice to any Registered Owner,from time to
time and at any time amend this Ordinance in any manner not detrimental to the interests of the
Registered Owners,including the curing of any ambiguity,inconsistency,or formal defect or
omission herein or therein.In addition,the Issuer may,with the written consent of the
Registered Owners of a ma]ority in aggregate principal amount of the Bonds then Outstanding
affected thereby,amend,add to,or rescind any of the provisions of this Ordinance;provided
that,without the consent of the Registered Owners of all of the affected Outstanding Bonds,no
such amendment,addition,or rescission may (1)change the Stated Maturity of the Bonds or any
Interest Payment Date for an installment of interest thereon,reduce the principal amount thereof,
the Redemption Price therefor,or the rate of interest thereon,change the place or places at,or the
coin or currency in,which any Bond or the interest thereon is payable,or in any other way
{00176324.DOC }
modify the terms or sources of payment of the principal of or interest on the Bonds,(2)give any
preference toany Bond over any other Bond,(3)modify any of the provisions of the proviso to
the definition of the term ‘Outstanding,”or (4)modify any of the provisions of this Section,
except to increase the percentage provided hereby or to provide that certain other provisions of
this Ordinance camiot be modified or waived without the consent of the Registered Owner of
each Bond affected thereby.
Any consent to any amendment hereof by the Registered Owner of any Bond binds every
future Registered Owner of the same Bond and the Registered Owner of every Bond issued upon
transfer or in lieu thereof or in exchange therefor,in respect of anything done or suffered to be
done by the Issuer in reliance thereon,whether or not notation of such action is made upon such
Bond.
SECTION 2.5 Benefits of Ordinance.
Nothing in this Ordinance,expressed or implied,is intended or may be construed to
confer upon any Person (other than the Issuer and Registered Owners)any right,remedy,or
claim,legal or equitable,under or by reason of this Ordinance or any provision hereof,this
Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit
of the Issuer and the Registered Owners.
SECTION 2.6 Repealer.
All orders,ordinances,and resolutions,or parts thereof,which are in conflict or
inconsistent with any provision of this Ordinance are hereby repealed and declared to be
inapplicable to the extent of such conflict,and the provisions of this Ordinance are controlling as
to the matters prescribed herein.
SECTION 2.7 Governing Law.
This Ordinance is to be construed in accordance with and governed by the laws of the
State of Texas and the United States of America.
SECTION 2.8 Severability.
If any provision of this Ordinance or the application thereof to any Person or
circumstance is held to be invalid,illegal,or unenforceable,the remainder of this Ordinance and
the application of such provision to other Persons and circumstances is nevertheless valid,legal,
and enforceable and the Governing Body hereby declares that this Ordinance would have been
enacted without such invalid provision or application.
SECTION 2.9 Public Meeting.
The Governing Body officially finds,determines,and declares that notice of the adoption
of this Ordinance was posted as required by law at a location within the Issuer in a place readily
accessible to the general public at all times for at least 72 hours preceding the scheduled time of
the meetings at which this Ordinance is read and approved;that such meetings were open to the
{00176324.DOC }
public;and that public notice of the time,place,and purpose of such meetings was given as
required by Texas Government Code chapter 551,as amended.
SECTION 2.10 Authority of Officers.
The Mayor,the Mayor Pro Tem,the Secretary or any assistant secretary,Manager,
Attorney,or Director of Finance of the Issuer,or any of them,are authorized to evidence
adoption of this Ordinance and to do any and all things proper and necessary to carry out the
intent hereof.
[The remainder of this page intentionally left blank]
{00176324.DOC }
ARTICLE THREE
FORMS
SECTION 3.1 Forms Generally.
The Bonds,the Registration Certificate of the Comptroller of Public Accounts of the
State of Texas to be reproduced on the initial Bonds,the Registration Certificate of the Paying
Agent to be reproduced on subsequently delivered Bonds,and the form of Assignment to be
reproduced on each of the Bonds are to be substantially in the forms set forth in this Section with
such appropriate insertions,omissions,substitutions,and other variations as are permitted or
required by this Ordinance,and the Bonds may have such letters,numbers,or other marks of
identification (including identi~ing numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association)and such legends and
endorsements (including any reproduction of an opinion of counsel or notice of insurance)
thereon as may,consistently herewith,be determined by the officers executing such Bonds as
evidenced by their execution thereof Any portion of the text of any Bonds may be set forth on
the reverse thereof,with an appropriate reference thereto on the face of the Bond.The Bonds
may be printed,lithographed,engraved,typewritten,photocopied,or produced by any
combination of these methods,or produced in any other manner,all as determined by the officers
executing such Bonds as evidenced by their execution thereof.The initial Bonds submitted to
the Attorney General of Texas are to be numbered consecutively T-1 and upward.
[The remainder of this page intentionally left blank]
{00176324.DOC }
SECTION 3.2 Form of Bond.
Unless this bond is presented by an authorized representative of The Depository Trust
Company,a New York corporation (“DTC”),to the Issuer or its agent for registration of transfer,
exchange,or payment,and any bond issued is registered in the name of First National Bank
Texas or in such other name as is requested by an authorized representative of DTC (and any
payment is made to First National Bank Texas or to such other entity as is requested by an
authorized representative of DTC),ANY TRANSFER,PLEDGE,OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof,First National Bank Texas has an interest herein.
REGISTERED REGISTERED
NO.$
United States of America
State of Texas
CITY OF WEST UNIVERSITY PLACE,TEXAS
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2016
Dated Date:Interest Rate:Stated Maturity:CUSIP NO.
January 12,2016
REGISTERED OWNER:_________________________________________
PRINCIPAL AMOUNT:DOLLARS
The City of West University Place,Texas (hereinafter referred to as the “Issuer’),a body
corporate and political subdivision of the State of Texas,for value received,acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner named above,or the
registered assigns thereof,on the Stated Maturity date specified above the Principal Amount
hereinabove stated,and to pay interest on the unpaid principal amount hereof from the Dated
Date specified above at the per annum Interest Rate specified above,computed on the basis of a
360-day year of twelve 30-day months;such interest being payable on February 1 and August 1
in each year,commencing February 1,2016 (the “Interest Payment Dates”),and,except as
otherwise permitted by the Ordinance hereinafter referred to,to make the payments to the United
States of America in the amounts and on the dates therein described when due.Principal of this
Bond is payable at its Stated Maturity to the Registered Owner hereof,upon presentation and
surrender,at the principal payment office of the Paying Agent executing the Registration
Certificate of Paying Agent appearing hereon,which shall initially be First National Bank Texas
or its successor.
In the event of a non-payment of interest on a scheduled payment date,and for 30 days
thereafter,a new record date for such interest payment (a “Special Record Date”)will be
established by the Paying Agent,if and when fhnds for the payment of such interest have been
received from the Issuer.Notice of the Special Record Date and of the scheduled payment date
of the past due interest (“Special Payment Date”),which shall be 15 days after the Special
Records Date,shall be sent at least five business days prior to the Special Record Date by United
{00176324.DOC }
States Mail,first class postage prepaid,to the address of each Registered Owner of a Bond
appearing on the registration books of the Paying Agent at the close of business on the last
business day next preceding the date of mailing of such notice.
If the specified date for the payment of the principal of or interest on this Bond shall be a
Saturday,Sunday,a legal holiday,or a day on which banking institutions in the city where the
Paying Agent is located are authorized by law or executive order to close,then the date for such
payment shall be the next succeeding day which is not such a Saturday,Sunday,legal holiday,or
day on which banking institutions are authorized to close,and payment on such date shall have
the same force and effect as if made on the original date payment was due.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $3,170,000 (the “Bonds’)for the purpose of refunding certain outstanding obligations
of the City of West University Place,Texas,and to pay costs incurred in connection with the
issuance of the Bonds,under and in conformity with the Constitution and laws of the State of
Texas,including particularly,but not by way of limitation,Texas Government Code
Chapter 1207,as amended,and pursuant to an Ordinance adopted by the Governing Body of the
Issuer (herein referred to as the “Ordinance”).
The Bonds are not subject to optional redemption prior to their scheduled maturity.
The Bonds are equally and ratably payable from the proceeds of an ad valorem tax levied,
within the limitations prescribed by law,upon all taxable property in the Issuer.
Reference is hereby made to the Ordinance,a copy of which is on file with the Paying
Agent,and to all of the provisions thereof which the Registered Owner of this Bond by the
acceptance hereof hereby assents,for definitions of terms;the description of and the nature and
extent of the tax levied for the payment of the Bonds;the terms and conditions relating to the
transfer or exchange of this Bond;the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Registered Owners;the rights,duties,and
obligations of the Issuer and the Paying Agent;the terms and provisions upon which this Bond
may be redeemed or discharged at or prior to its maturity,and deemed to be no longer
Outstanding thereunder;and for other terms and provisions contained therein.A capitalized term
used herein and not otherwise defined has the same meaning as the meaning assigned to such
term in the Ordinance.
The Ordinance permits,with certain exceptions as therein provided,the amendment
thereof and the modification of the rights and obligations of the Issuer and the rights of the
Registered Owners of the Bonds under the Ordinance at any time by the Issuer with the consent
of the Registered Owners of a majority in aggregate principal amount of such Bonds at the time
outstanding affected by such modification.Any such consent by the Registered Owners of this
Bond or any Predecessor Bond herefor evidencing the same debt is conclusive and binding upon
such Registered Owner and all future Registered Owners of this Bond and of any Bond issued
upon the transfer or in lieu hereof or in exchange herefor,whether or not notation of such
consent is made upon this Bond.
{00176324.]JOC }
This Bond,subject to certain limitations contained in the Ordinance,may be transferred
on the Security Register only upon its presentation and surrender at the principal corporate trust
office.of the Paying Agent,with the Assignment hereon duly endorsed by,or accompanied by a
written instrument of transfer in form satisfactory to the Paying Agent duly executed by,the
Registered Owner hereof,or his duly authorized agent.When a transfer on the Security Register
occurs,one or more new fully registered Bonds of the same Stated Maturity,of authorized
denominations,bearing the same Interest Rate,and of the same aggregate Principal Amount will
be issued by the Paying Agent to the designated transferee or transferees.
No service charge may be made for any transfer or exchange of this Bond,but the Issuer
or the Paying Agent may require payment of a sum sufficient to cover any tax or governmental
charge payable in connection therewith.
The Issuer,the Paying Agent,and any agent of either of them may treat the Person in
whose name this Bond is registered as the Registered Owner hereof for the purpose of receiving
payment as herein provided and for all other purposes,whether or not this Bond be overdue,and
none of the Issuer,the Paying Agent,and any such agent is affected by notice to the contrary.
It is hereby certified,recited,represented and declared that the Issuer is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas;that the issuance of the Bonds is duly authorized by
law;that all acts,conditions and things required to exist and be done precedent to and in the
issuance of the Bonds to render the same lawthl and valid obligations of the Issuer have been
properly done,have happened,and have been performed in regular and due time,form,and
manner as required by the Constitution and laws of the State of Texas,and the Ordinance;that
the Bonds do not exceed any Constitutional or statutory limitation;and that due provision has
been made for the payment of the principal of and interest on the Bonds by the levy of a tax as
aforestated.In case any provision in this Bond shall be invalid,illegal,or unenforceable,the
validity,legality,and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.The terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
Unless either a Registration Certificate hereon has been executed by the Comptroller of
Public Accounts of the State of Texas or his duly authorized agent or by the Paying Agent,
respectively,by manual signature,this Bond shall not be entitled to any benefit under the
Ordinance or be valid or obligatory for any purpose.
{00176324J30C)
IN WITNESS WHEREOF,the Issuer has caused this Bond to be duly executed.
Dated:_____________________
CITY OF WEST UNIVERSITY PLACE,TEXAS
Mayor
COUNTERSIGNED:
City Secretary
{00176324.DOC
SECTION 3.3 Form of Registration Certificate of Comptroller of Public Accounts.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS §
§REGISTER NO.___________
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Bond has been examined,certified as to validity and
approved by the Attorney General of the State of Texas,and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
Note to Printer:Not to appear on definitive Bonds
SECTION 3.4 Form of Certificate of Paying Agent.
CERTIFICATE OF PAYING AGENT
This Bond has been duly issued under the provisions of the within-mçntioned Ordinance;
the Bond or Bonds of the above-entitled and designated series originally delivered having been
approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts,as shown by the records of the Paying Agent.
FIRST NATIONAL BANK TEXAS,as Paying
Agent
By:
Authorized Officer
Note to Printer:Not to appear on initial Bonds
{00176324.DOC )
SECTION 3.5 Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,assigns,and transfers unto (Print
or typewrite name,address,and zip code of transferee):___________________________________
(Social Security or other identif~’ing number:)
the within Bond and all rights thereunder,and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof,with fill power of
substitution in the premises.
DATED:_________________
Signature guaranteed:NOTICE:The signature on this assignment
must correspond with the name of the
registered owner as it appears on the face of
____________________________________the within Bond in every particular.
SECTION 3.6 Insurance Legend
If bond insurance is obtained by the Issuer or the Purchasers for the Bonds,the Definitive
Bonds and the Initial Bond(s)shall bear the appropriate legend as provided by the Insurer.
SECTION 3.7 Form of Initial Bond.
The Initial Bond shall be in the form set forth in Section 3.2 except that the form of a
single frilly registered Bond shall be modified as follows:
(i)immediately under the name of the Bond the headings “Interest Rate
___________and “Stated Maturity ___________“will be omitted,and
“CUSIP No.”may be omitted;
(ii)Paragraph one will read as follows:
The City of West University Place,Texas (together with its successors,the “Issuer”),a
body politic and political subdivision duly organized and existing under and by virtue of the laws
of the State of Texas,for value received,hereby promises to pay to the Registered Owner named
above (the “Registered Owner”),or the registered assigns thereof,the hereinabove stated
Principal Amount on February 1 in each of the years and in principal amounts and bearing
interest at per annum rates in accordance with the following schedule:
{00176324.DOC }
Year of Principal Interest
Stated Maturity Amount Rate (%)
(Information to be inserted from schedule in Section 1.1 hereof.)
(or so much thereof as shall not have been paid upon prior redemption)and to pay interest
thereon computed on the basis of a 360-day year of twelve 30-day months to the Person herein
specified from the Dated Date specified above,or from the most recent Interest Payment Date to
which interest has been paid or duly provided for,until such principal is paid or duly provided
for on or after each such Stated Maturity or any earlier Redemption Date,semiannually on
February 1 and August 1 in each year commencing February 1,2016 at the per annum Interest
Rates specified above,computed on the basis of a 360-day year of twelve 30-day months.
Principal installments of this Bond are payable at each Stated Maturity (except the final Stated
Maturity)in the same manner as payments of interest,and on any prepayment date and the final
Stated Maturity to the registered owner hereof by First National Bank Texas (the “Paying
Agent”),upon presentation and surrender,at its designated offices in Houston,Texas.
{00176324.DOC }
ARTICLE FOUR
TAXES,REVENUES,AND FUNDS;
INVESTMENTS
SECTION 4.1 Debt Service Fund.
To pay interest on and to provide a sinking fund for the payment,redemption,and
retirement of the Bonds,the Issuer hereby creates and shall maintain solely for such purposes
(subject to the provisions of Section 5.2)a special fund designated as its “PERMANENT
IMPROVEMENT REFUNDING BONDS,SERIES 2016,DEBT SERVICE FUND”(the “Debt
Service Fund”);notwithstanding anything hereinto the contrary,the Issuer may comingle its
Debt Service Funds holding ad valorem taxes securing prior and future Bonds and Obligations in
a single Debt Service Fund.The Issuer authorizes and directs its authorized officials to withdraw
from the Debt Service Fund and to transfer to the Paying Agent money on deposit in the Debt
Service Fund sufficient to pay the amount of principal or interest falling due on the Bonds,such
transfer of funds to the Paying Agent to be made in such manner as will cause immediately
available funds to be deposited with the Paying Agent on or before the last business day next
preceding each interest and principal payment date for the Bonds.
SECTION 4.2 Deposits to Debt Service Fund;Excess Bond Proceeds.
The Issuer shall deposit accrued interest and premium,if any,received from the
Purchasers and ad valorem taxes levied and collected to pay principal or Redemption Price of or
interest on the Bonds to the Debt Service Fund.In addition,the Issuer shall deposit any surplus
proceeds,including investment income therefrom,from the sale of the Bonds not expended for
authorized purposes to the Debt Service Fund but only if such amount is not comingled with debt
service funds related to or used to pay principal or interest of other obligations of the Issuer.
SECTION 4.3 Tax Levy.
To provide for the payment of the Debt Service Requirements,the Issuer hereby levies
and shall levy for the current year and each succeeding year thereafter while the Bonds or any
interest thereon is Outstanding,a sufficient tax on each $100 of taxable property in the Issuer,
adequate to pay such amounts or a sinking fund of 2%(whichever amount is greater),full
allowance being made for delinquencies and costs of collection.Such tax shall be assessed and
collected each year,and the same may not be diverted to any other purpose.The Issuer shall pay
the taxes so levied and collected into the Debt Service Fund.The Governing Body hereby
declares its purpose and intent to provide and levy such tax,it having been determined that the
existing and available taxing authority of the Issuer for such purpose is adequate to permit a
legally sufficient tax in consideration of all other outstanding indebtedness.
The Issuer shall determine the amount of taxes to be provided annually for the Debt
Service Requirements in the following manner:
{00176324.OOC }
A.Prior to establishing the annual tax rate,the Governing Body shall determine:
(1)the amount of Debt Service Requirements to become due and payable on
the Bonds between the Collection Date for the taxes then to be levied and the Collection
Date for the taxes to be levied during the next succeeding calendar year;and
(2)the amount on deposit in the Debt Service Fund (including surplus Bond
proceeds transferred to the Debt Service Fund under Section 4.2)after deducting
therefrom the total amount of Debt Service Requirements to become due on Bonds prior
to the Collection Date for the ad valorem taxes then to be levied.
B.The Issuer shall assess and levy annually each year a tax to pay the Debt Service
Requirements sufficient to provide tax revenues in the amount established in paragraph (1)above
less the sum total of the amount established in paragraph (2),after taking into consideration
delinquencies and costs of collecting such annual taxes.
Texas Government Code chapter 1208 applies to the issuance of the Bonds and the
pledge of the tax revenues granted hereunder,and such pledge is therefore valid,effective,and
perfected.If Texas law is hereafter amended at any time while the Bonds are Outstanding and
unpaid so that the pledge of taxes hereunder is subject to the filing requirements of chapter 9,
Texas Business &Commerce Code,then in order to preserve to the Registered Owners of the
Bonds the perfection of the security interest in said pledge,the Issuer agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of chapter 9,Texas Business &Commerce Code and enable a filing to
perfect the security interest in such pledge to occur.
SECTION 4.4 Investments and Security for Funds.
The Issuer is required to keep all money in such finds and accounts at a depository of the
Issuer except when invested pursuant to this Section.Subject to Section 5.2,money in any find
established by this Ordinance may,at the option of the Issuer,be invested in a manner permitted
by the provisions of the Public Funds Investment Act of 1987,Texas Government Code
chapter 2256,subchapter A,as then in effect,the Public Funds Collateral Act,Texas
Government Code chapter 2257,as then in effect,or by any other law applicable to the Issuer;
provided that all such investments must be made so that money required to be expended will be
available at the proper time or times.The Issuer shall credit or debit all interest and income or
losses from deposits and investments in any find or account established pursuant to the
provisions of this Ordinance shall be credited to such find or account.The Issuer shall sell
investments promptly as necessary to prevent any default in connection with the Bonds.
All money on deposit in the funds for which this Ordinance makes provision (except any
portion thereof as may be at any time properly invested as provided herein)shall be secured in
the manner and to the fullest extent required by the laws of Texas for the security of public
fhnds,and money on deposit in such funds shall be used only for the purposes permitted by this
Ordinance.
{00176324.DOC }
SECTION 4.5 Use of Proceeds.
Proceeds from the sale of the Bonds shall,promptly upon receipt by the Issuer,be applied
as follows:
(a)Accrued interest on the Bonds shall be deposited into the Interest and Sinlcing
Fund.
(b)The balance of the proceeds from the sale of the Bonds less all costs incurred in
the issuance of the Bonds,together with other available funds of the Issuer,in the
amount of $3,148,507 shall be deposited directly with the paying agent for the
Refunded Bonds,in an amount sufficient to pay all principal of and interest on the
Refunded Bonds due on the redemption date specified in Section 4.6 below.
SECTION 4.6 Redemption of Refunded Bonds.
Redemption of Refunded Bonds.The Issuer hereby irrevocably exercises its option to call
for redemption,and hereby calls for redemption,on January 13,2016,the Series 2005 Bonds,at
a price of par plus accrued interest,to the date fixed for redemption.The Mayor and the
Secretary of the Issuer,or either of them,are authorized and instructed to give or affect notice of
such redemption to the paying agent for the Refunded Bonds to be so redeemed and to the
holders of such Refunded Bonds in the manner described in such bonds.The Governing Body
hereby authorizes and instructs the officers of the Governing Body and the paying agent for the
Refunded Bonds,to take such steps as are necessary to accomplish the redemption and the
discharge of the Refunded Bonds in accordance with the provisions hereof.
{00176324.DOC
ARTICLE FIVE
COVENANTS
SECTION 5.1 To Maintain Agency.
The Issuer will at all times maintain an agency in the State of Texas meeting the
qualifications herein described,for the performance of the duties of the Paying Agent hereunder.
First National Bank Texas is hereby appointed Paying Agent for such purposes.The Paying
Agent may be removed from its duties hereunder at any time upon not less than 30 days notice
with or without cause by action of the Governing Body entered in its minutes,but no such
removal is effective until such successor has accepted the duties of the Paying Agent hereunder
by written instrument.
Every Paying Agent appointed hereunder must at all times be a commercial bank or trust
company organized and doing business under the laws of the United States of America or of any
state,authorized under such laws to exercise corporate trust powers,having a combined capital
and surplus of at least $10,000,000,subject to supervision or examination by federal or state
authority,and registered as a transfer agent with the Securities and Exchange Commission.If
such corporation publishes reports of condition at least annually pursuant to law or to the
requirements of such supervising or examining authority,then for the purposes of this Section
the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.Upon any change in
the Paying Agent,the Issuer agrees to promptly cause a written notice thereof to be sent to each
Registered Owner affected by the change,which notice shall also give the address of the new
Paying Agent,which shall thereafter be the designated Place of Payment.
The terms of the Transfer and Paying Agency Agreement (the “Paying Agency
Agreement”)with the initial Paying Agent are hereby approved in substantially the form and to
the effect presented to the Governing Body on this date,and the Mayor and the Mayor Pro Tem
of the Issuer,or either of them,and the Secretary and any Assistant or Acting Secretary of the
Issuer,or any of them,are hereby authorized to execute and deliver such Transfer and Paying
Agency Agreement.
SECTION 5.2 Covenants to Maintain Tax-Exempt Status.
A.Not to Cause Interest to Become Taxable.The Issuer shall not use,permit the use
of,or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction,or improvement of which is to be financed directly or indirectly with Gross
Proceeds)in a manner which,if made or omitted,respectively,would cause the interest on any
Bond to become includable in the gross income,as defined in Section 61 of the Code,of the
owner thereof for federal income tax purposes.Without limiting the generality of the foregoing,
unless and until the Issuer shall have received a written opinion of counsel nationally recognized
in the field of municipal bond law to the effect that failure to comply with such covenant will not
adversely affect the exemption from federal income tax of the interest on any Bond pursuant to
Section 103 of the Code,the Issuer agrees,covenants and represents that:
{00176324.DOC
B.No Private Use or Private Payments.Prior to the last maturity of the Bonds,
whether by Stated Maturity or earlier redemption,(i)the Issuer shall not use or permit the use of
Gross Proceeds (or any property acquired,constructed,or improved with Gross Proceeds)
directly or indirectly in any Private Business Use,or (ii)the Issuer shall not directly or indirectly
impose or accept any charge or other payment for use of Gross Proceeds (or use of any property
acquired,constructed,or improved with Gross Proceeds)in any Private Business Use unless
such charge or payment consists of taxes of general application within the Issuer or interest
easned on temporary Investments acquired with Gross Prbceeds pending application of such
Gross Proceeds for their intended purposes.“Private Business Use means any trade or business
carried on by any Person,or any activity of any Person other than a natural person,in each case
excluding state and local governments,unless such use is merely as a member (and,except
possibly for the amount of use and any corresponding rate adjustment,is extended by the Issuer
on the same terms as to all other members)of the general public.
For purposes of this Subsection B,property is considered to be “used”by a Person if:
(1)Sale or Lease:it is sold or otherwise disposed of;or leased,to such
Person;
(2)Management Contract:it is operated,managed,or otherwise physically
employed,utilized,or consumed by such Person,excluding operation or management
pursuant to an agreement which meets the conditions described in Rev.Proc.97-13;
(3)Capacity,Output,or Service Commitment:capacity in or output or
service from such property is reserved or committed to such Person under a take-or-pay,
output,incentive payment,or similar contract or arrangement;
(4)Preferential Service:such property is used to provide service to (or such
service is committed to or reserved for)such Person on a basis or terms which (except
possibly for the amount of use and any corresponding rate adjustment)are different from
the basis or terms on which such service is provided (or committed or reserved)to
members of the public generally;
(5)Developer:such Person is a developer and a significant amount of
property acquired,constructed,or improved with proceeds from the sale of the Bonds
serves only a limited area substantially all of which is owned by such Person,or a limited
group of developers,unless such property carries out an essential governmental fimction,
use by such Person is during an initial development period,and such property is
developed and sold to (and occupied by)members of the general public in accordance
with the Regulations;or
(6)substantial burdens and benefits of ownership of such property are
otherwise effectively transferred to such Person,
but the temporary investment of Gross Proceeds pending application for their intended purpose
shall not constitute “use”of Gross Proceeds.
{00176324.DOC }
C.No Private Loan.Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder,the Issuer shall not use Gross Proceeds of the Bonds to
make or finance loans to any Person other than a state or local government.For purposes of the
foregoing covenant,such Gross Proceeds are considered to be “loaned’to a person or entity if
(1)property acquired,constructed,or improved with such Gross Proceeds is sold or leased to
such person or entity in a transaction which creates a debt for federal income tax purposes,
(2)capacity in or service from such property is committed to such Person under a take-or-pay,
output,or similar contract or arrangement,or (3)indirect benefits,or burdens and benefits of
ownership,of such Gross Proceeds or any property acquired,constructed,or improved with such
Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a
loan.
D.Not to Invest at Higher Yield.Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder,the Issuer shall not,at any time prior to the
final Stated Maturity of the Bonds,directly or indirectly invest Gross Proceeds of the Bonds in
any Investment Property (or use such Gross Proceeds to replace money so invested),if as a result
of such investment the Yield from the Issue Date of all Investment Property acquired with such
Gross Proceeds (or with money replaced thereby)whether then held or previously disposed of,
exceeds the Yield of the Bonds.
E.Not Federally Guaranteed.Except to the extent permitted by Section 149(b),as
amended by The American Recovery and Reinvestment Act of 2009 (the “2009 Act”),of the
Code and the Regulations and rulings thereunder,the Issuer shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of
Section 149(b)of the Code and the Regulations and rulings thereunder.
F.Information Report.The Issuer shall timely file with the Secretary of the
Treasury the information required by Section 149(e)of the Code with respect to the Bonds on
such form and in such place as such Secretary may prescribe.
G.Payment of Rebatable Arbitrage.Except to the extent otherwise provided in
Section 148(f)of the Code and the Regulations and rulings thereunder,the Issuer shall:
(1)account for all Gross Proceeds (including all receipts,expenditures and
investments thereof)on its books of account separately and apart from all other finds
(and receipts,expenditures and investments thereof)and shall retain all records of such
accounting for at least six years after the final Computation Date.The Issuer may,
however,to the extent permitted by law,commingle Gross Proceeds of the Bonds with
other money of the Issuer,provided that the Issuer separately accounts for each receipt
and expenditure of such Gross Proceeds and the obligations acquired therewith.
(2)calculate the Rebatable Arbitrage with respect to the Bonds,not less
frequently than each Computation Date,in accordance with rules set forth in
Section 148(f)of the Code,Treas.Reg.§1.148-3,and the rulings thereunder.The Issuer
shall maintain a copy of such calculations for at least six years after the final
Computation Date.
{00176324.DOC }
(3)as additional consideration for the purchase of the Bonds by the
Purchasers thereof and the loan of the money represented thereby,and in order to induce
such purchase by measures designed to ensure the excludability of the interest thereon
from the gross income of the owners thereof for federal income tax purposes,pay to the
United States the amount described in paragraph (2)above at the times,in the
installments,to the place,in the manner and accompanied by such forms or other
information as is or may be required by Section 148(f)of the Code and the Regulations
and rulings thereunder,and
(4)exercise reasonable diligence to assure that no errors are made in the
calculations required by paragraph (2)and,if such error is made,to discover and
promptly to correct such error within a reasonable amount of time thereafter,including
payment to the United States of any intent and any penalty required by Treas.
Reg.§1.148-3(h).
To the extent authorized by law,when used herein the term “interest”includes all
payments due to the United States of America pursuant to this Subsection.The Issuer shall not
invest Gross Proceeds in amounts and for such period of time such that the amounts due to the
United States of America pursuant to this Section,when aggregated with other interest payable
on the Bonds,shall cause the “net effective interest rate”on the Bonds,to exceed 15%per
annum.
H.Not to Divert Arbitrage Profits.Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder,the Issuer shall not,at any time prior to the
earlier of the final stated maturity or final payment of the Bonds enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (H)of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm’s length and had the Yield of the Bonds not been
relevant to either party.
I.Elections.The Issuer hereby directs and authorizes the Mayor,Mayor Pro Tem,
Secretary,Manager,Attorney,or Director of Finance of the Issuer,either or any combination of
the foregoing,to make such elections in the Bond as to Tax Exemption or similar or other
appropriate certificate,form,or document permitted or required pursuant to the provisions of the
Code or Regulations as they deem necessary or appropriate in connection with the Bonds.Such
elections are deemed made on the Issue Date.
J.Qualjfied Tax-Exempt Obligations.The Issuer hereby designates the Bonds as
“qualified tax-exempt obligations”for purposes of section 265(b)of the Code.In connection
therewith,the Issuer represents (a)that the aggregate amount of tax-exempt obligations issued by
the Issuer during calendar year 2016,including the Bonds,which have been designated as
“qualified tax-exempt obligations”under section 265(b)(3)of the Code does not exceed
$10,000,000,and (b)that the reasonably anticipated amount of tax-exempt obligations which
will be issued by the Issuer during calendar year 2016,including the Bonds,will not exceed
$10,000,000.For purposes of this Section,the term “tax-exempt obligation”does not include
“private activity bonds”within the meaning of section 141 of the Code,other than “qualified
501(c)(3)bonds”within the meaning of section 145 of the Code.In addition,for purposes of this
(00176324.DOC }
Section,the Issuer includes all governmental units which are aggregated with the Issuer under
section 265(b)of the Code.
SECTION 5.3 Remedies in Event of Default.
In addition to all the rights and remedies provided by the laws of the State of Texas,the
Issuer covenants and agrees particularly that in the event the Issuer (a)defaults in the payments
to be made to the Debt Service Fund,or (b)defaults in the observance or performance of any
other of the covenants,conditions,or obligations set forth in this Ordinance,the Registered
Owners of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of
proper jurisdiction compelling and requiring the governing body of the Issuer and other officers
of the Issuer to observe and perform any covenant,condition,or obligation prescribed in this
Ordinance.
No delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such default or
acquiescence therein,and every such right and power may be exercised from time to time and as
often as may be deemed expedient.The specific remedies herein provided shall be cumulative of
all other existing remedies and the specification of such remedies shall not be deemed to be
exclusive.
{00176324.DOC }
ARTICLE SIX
DEFEASANCE
SECTION 6.1 Discharge of Obligations.
Any Bond is deemed paid and is no longer considered to be a Bond within the meaning
of this Ordinance when payment of the principal of and interest on such Bond to the Stated
Maturity thereof or (if notice of redemption has been duly given,irrevocably provided for,or
waived as provided herein)to the Redemption Date has been made or has been provided for by
deposit with the Paying Agent or an escrow agent for such payment (or with any other bank or
trust company which has agreed to hold the same for such purpose)(1)money sufficient to make
such payment,(2)Governmental Obligations certified by an independent public accounting firm
of national reputation to be of such maturities and interest payment dates and to bear such
interest as will,without further investment or reinvestment of either the principal amount thereof
or the interest earnings therefrom,be sufficient to make such payment,or (3)a combination of
money and Governmental Obligations together so certified sufficient to make such payment,
provided that all the expenses pertaining to the Bonds with respect to which such deposit is made
have been paid or the payment thereof provided for to the satisfaction of the Paying Agent (and
to such other bank or trust company).
If such deposit is made with respect to some but not all of the Bonds then Outstanding,
the Issuer shall designate the Stated Maturities of Bonds with respect to which such deposit is
made.If such deposit is sufficient so to provide for the payment of the principal of and interest
on some but not all Outstanding Bonds of a particular Stated Maturity so designated,the Paying
Agent shall select the Outstanding Bonds of such Stated Maturity with respect to which such
deposit is made by such random method as the Paying Agent deems fair and appropriate and
which may provide for the selection of portions (equal to and leaving unredeemed an authorized
denomination)of Bonds a denomination larger than $5,000.
Notwithstanding anything herein to the contrary,no such deposit has the effect described
in this Section (a)if made during the subsistence of a default in the payment of any Bond unless
made with respect to all of the Bonds then Outstanding or (b)unless accompanied by an opinion
of counsel of recognized standing in the field of federal income taxation to the effect that neither
such deposit nor the investment thereof adversely affects the excludability of interest on any
Bond from the gross income of any owner thereof for federal income tax purposes.
The Paying Agent (or other bank or trust company)with which a deposit is made of
money and Governmental Obligations for such purpose shall hold the deposit in a segregated
account in trust or escrow for the Registered Owners of the Bonds with respect to which such
deposit is made and,together with any investment income therefrom,the deposit may be
disbursed solely to pay the principal of and interest on such Bonds when due,except that cash
receipts may be withdrawn and paid to the Issuer provided the date and amount of such
withdrawals are taken into account in the most recent verification of the accounting firm referred
to in this Section.No money or Governmental Obligations so deposited may be invested or
reinvested unless in Governmental Obligations and unless such money and Governmental
Obligations not invested and such new investments are together certified by an independent
public accounting firm of national reputation to be of such amounts,maturities,and interest
(00176324.DOC }
payment dates and to bear such interest as will,without further investment or reinvestment of
either the principal amount thereof or the interest earnings therefrom,be sufficient to make such
payment.
At such times as a Bond is deemed to be paid hereunder,as aforesaid,it is no longer
entitled to the benefits of this Ordinance,except for the purposes of any such payment from such
money or Governmental Obligations and for the provisions of Sections 1.4 and 1.7 and for the
continuing compliance of the Issuer with the provisions of Section 5.2.
Provided,however,the Issuer has reserved the option,to be exercised at the time of the
defeasance of the Bonds,to call for redemption at an earlier date those Bonds which have been
defeased to their maturity date,if the Issuer (i)in the proceedings providing for the firm banking
and financial arrangements,expressly reserves the right to call the Bonds for redemption,
(ii)gives notice of the reservation of that right to the owners of the Bonds immediately following
the making of the firm bank and financial arrangements,and (iii)directs that notice of the
reservation be included in any redemption notices that it authorizes.
[The remainder of this page intentionally left blank.j
{00176324.DOC }
ARTICLE SEVEN
SALE
SECTION 7.1 Sale of the Bonds;Private Placement Letter.
The sale of the Bonds to First National Bank Texas (the “Purchaser”),having all the
rights,benefits,and obligations of a Registered Owner,at the price of $3,170,000 is hereby
approved and confirmed in accordance with the terms and conditions set forth in the Private
Placement Letter presented to the Governing Body on the date of adoption of this Order,which
terms and conditions are hereby found and determined to be the most advantageous reasonably
obtainable by the Issuer.The Mayor and the Mayor Pro Tern of the Governing Body,or either of
them,are hereby authorized and instructed to execute and deliver the Private Placement Letter
substantially in such form and to such effect for and on behalf of the Issuer and as the act and
deed of the Governing Body.
The representations and warranties of the Issuer set forth in the Private Placement Letter
are hereby found,determined,and declared to be true and correct,and the Mayor,Mayor Pro
Tern,Secretary,and any Acting Secretary of the Governing Body,or any of them,are hereby
authorized and directed to furnish such information,execute such instruments,and take such
action as is necessary to comply with the terms,conditions,and agreements specified in the
Private Placement Letter or to effect the issuance of the Bonds.
SECTION 7.2 Payment of Costs of Issuance;Engagement of Bond Counsel.
The Issuer has in consultation with its financial advisor,BOSC,Inc.,set aside an amount
of the proceeds of the Bonds to pay Costs of Issuance of the Bonds.The amount of such
proceeds will be designated in a closing letter prepared by the financial advisor,and in the
absence of contrary written instructions included as part of such closing letter to deposit such
proceeds with the Issuer,the Paying Agent will pay such costs of issuance on behalf of the Issuer
in accordance with invoices which conform to the instructions in the closing letter.
The Issuer hereby confirms engagement of Johnson Petrov LLP as Bond Counsel (“Bond
Counsel”)for the Issuer.
[The remainder of this page intentionally left blank]
{00176324.DOC }
ARTICLE EIGHT
CONTINUING DISCLOSURE UNDERTAKING
SECTION 8.1 Definitions.
As used in this Article,the following terms have the meanings ascribed to such terms
below:
“EMMA”means the Electronic Municipal Market Access system.
“MSRB”means the Municipal Securities Rulemaking Board.
“Rule”means SEC Rule 15c2-12,as amended from time to time or officially interpreted
bythe SEC.
“SEC”means the United States Securities and Exchange Commission.
SECTION 8.2 Annual Reports.
The Issuer shall provide annually within six (6)months after the end of each fiscal year
ending on or after December 31,2015,certain updated financial information and operating data
to the MSRB’s EMMA system.The information to be updated includes all quantitative financial
information and operating data of the general type included in the Private Placement
Memorandum.Any financial statements so to be provided shall be (1)prepared in accordance
with the accounting principles set forth in the Private Placement Memorandum,or as may
otherwise hereafter be established consistent with Texas law and Generally Accepted
Accounting Principles,and (2)audited,if the Issuer commissions an audit of such statements and
the audit is completed within the period during which they must be provided.If audited financial
statements are not so provided,then the Issuer shall provide audited financial statements for the
applicable fiscal year to the MSRB’s EMMA system,when and if audited financial statements
become available but if such audited financial statements are unavailable the Issuer will provide
such financial statements on an unaudited basis within the above-described six-month period.
If the Issuer changes its fiscal year,it will noti&the MSRB’s EMMA system of the
change (and of the date of the new fiscal year end)prior to the next date by which the Issuer
otherwise would be required to provide financial information and operating data pursuant to this
Section.
SECTION 8.3 Material Event Notices.
The Issuer shall notify the MSRB’s EMMA system,in a timely manner,not in excess of
ten (10)business days after the occurrence of the event,of any of the following events with
respect to the Bonds,if such event is material within the meaning of the federal securities laws:
1.Principal and interest payment delinquencies;
2.Non-payment related defaults,if material;
{00176324.DOC }
3.Unscheduled draws on debt service reserves reflecting financial difficulties;
4.Unscheduled draws on credit enhancements reflecting financial difficulties;
5.Substitution of credit or liquidity providers,or their failure to perfonn;
6.Adverse tax opinions,the issuance by the Internal Revenue Service of proposed
or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-
TEB),or other material notices or determinations with respect to the tax-exempt
status of the Bonds,or other material events affecting the tax-exempt status of the
Bonds;
7.Modifications to rights of holders of the Bonds,if material;
8.Bond calls,if material,and tender offers;
9.Defeasances;
10.Release,substitution,or sale of property securing repayment of the Bonds,if
material;
t 1.Rating changes;
12.Bankruptcy,insolvency,receivership,or similar event of the Issuer,which shall
occur as described below;
13.The consummation of a merger,consolidation,or acquisition involving the Issuer
or the sale of all or substantially all of its assets,other than in the ordinary course
of business,the entry into a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions,other than
pursuant to its terms,if material;and
14.Appointment of a successor or additional trustee or the change of name of a
trustee,if material.
The Issuer shall notif3r the MSRB’s EMMA system,in a timely manner,of any failure by
the Issuer to provide financial information or operating data in accordance with Section 8.2 by
the time required by such Section.
SECTION 8.4 Limitations,Disclaimers,and Amendments.
The Issuer shall be obligated to observe and perform the covenants specified in this
Section with respect to the Issuer and the Bonds while,but only while,the Issuer remains an
“obligated person”with respect to the Bonds within the meaning of the Rule,except that the
Issuer in any event will give the notice required by Section 8.3 of any Bond calls and defeasance
that cause the Issuer to be no longer such an “obligated person.”
The provisions of this Section are for the sole benefit of the Registered Owners and
beneficial owners of the Bonds,and nothing in this Section,express or implied,shall give any
{00176324.DOC J
benefit or any legal or equitable right,remedy,or claim hereunder to any other person.The
Issuer undertakes to provide only the financial information,operating data,financial statements,
and notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the financial results,condition,or prospects of the Issuer or the State of Texas or
hereby undertake to update any information provided in accordance with this Section or
otherwise,except as expressly provided herein.The Issuer does not make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at
any future date.
UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON,IN CONTRACT OR TORT,FOR DAMAGES RESULTING IN WHOLE OR IN
PART FROM ANY BREACH BY THE ISSUER,WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART,OF ANY COVENANT SPECIFIED IN THIS SECTION,BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON,IN CONTRACT OR TORT,FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the Issuer in observing or performing its obligations under this Section
shall constitute a breach of or default under this Order for purposes of any other provision of this
Order.
Nothing in this Section is intended or shall act to disclaim,waive,or otherwise limit the
duties of the Issuer under federal and state securities laws.
The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances resulting from a change in legal requirements,a change in law,or a
change in the identity,nature,status,or type of operations of the Issuer,but only if (1)the
provisions of this Section,as so amended,would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule,taking into account
any amendments or interpretations of the Rule to the date of such amendment,as well as such
changed circumstances,and (2)either (a)the Registered Owners of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Order that
authorizes such an amendment)of the Outstanding Bonds consent to such amendment or (b)a
Person that is unaffiliated with the Issuer (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Registered
Owners and beneficial owners of the Bonds.The provisions of this Section may also be
amended from time to time or repealed by the Issuer if the SEC amends or repeals the applicable
provisions of the Rule or a court of fmal jurisdiction determines that such provisions are invalid,
but only if and to the extent that reservation of the Issuer’s right to do so would not prevent
underwriters of the initial public offering of the Bonds from lawffilly purchasing or selling Bonds
in such offering.If the Issuer so amends the provisions of this Section,it shall include with any
amended financial information or operating data next provided in accordance with subsection (b)
an explanation,in narrative form,of the reasons for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
(00176324DOC }
PASSED AND ADOPTED on December 14,2015
CITY OF WEST UNIVERSITY PLACE,TEXAS
~~
M&yor
ATTES’
{00176324.DOC }SIGNATURE PAGE TO BOND ORDINANCE
NOTICE OF REDEMPTION OF CITY OF WEST UNIVERSITY PLACE,
TEXAS,WATERWORKS AND SEWER SYSTEM REVENUE
REFUNDING BONDS,SERIES 2005,DATED SEPTEMBER 1,2005,
MATURING IN THE YEARS 2016 THROUGH 2022
1.The City of West University Place,Texas (herein referred to as the “Issuer”),has
duly issued the following stated maturities of the following series of obligations (the “Refunded
Obligations”),and the following principal amounts thereof presently remain outstanding:
City of West University Place,Waterworks and Sewer System Revenue
Refunding Bonds,Series 2005,dated September 1,2005,maturing in the years
2016,through 2022 (the “Series 2005 Bonds”),and now outstanding in the
principal slim of $3,090,000
2.The Issuer is authorized by Section 3.16 of its ORDINANCE AUTHORIZING
THE ISSUANCE OF CITY OF WEST UNIVERSITY,PLACE,TEXAS,WATERWORKS
AND SEWER SYSTEM REFUNDING BONDS,SERIES 2005;AUTHORIZING THE
REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING OBLIGATIONS;
AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN OUTSTANDING
OBLIGATIONS AND THE EXECUTION AND DELIVERY OF AN ESCROW
AGREEMENT AND THE SUBSCRIPTION FOR AND PURCHASE OF CERTAIN
ESCROWED SECURITIES,adopted on August 8,2005 (the “2005 Bond Ordinance”),to
redeem on February 1,2015,or on any date thereafter,the Series 2005 Bonds prior to stated
maturity,at the option of the Issuer,as a whole or in part.
3.By its Ordinance adopted December 14,2015 (the “2015 Ordinance”),the City
Council of the Issuer (the “Governing Body”)irrevocably exercised its option to call the
Refunded Obligations for redemption on January 13,2016 for the Series 2005 Bonds;being the
next date on which the Reflinded Obligations may be called for redemption.The Mayor and the
City Secretary,or either of them,were authorized and instructed to give or affect notice of such
redemption to The Bank of New York Mellon Trust Company,N.A.,Corporate Trust Services.,
as paying agent for the RefUnded Obligations (the “Paying Agent”).
6.The Paying Agent is hereby directed to give notice of redemption of the RefUnded
Obligations in substantially the form attached hereto as Exhibit “A”to the Registered Owners
thereof at their addresses as shown in the books of registration kept by the Paying Agent in the
manner described in the 2005 Bond Ordinance.
[EXECUTION PAGES FOLLOWS]
100176426.OOC
[SE/1LL]
(00176426.DOC }
CITY OF WEST UNWERSITY PLACE,TEXAS
thelrna A.Lenz
City Secretary
The Bank of New York Mellon Trust Company,N.A.
11 Floor
2001 Bryan Street
Texas 7,~’sP~~fngAgent
Title;_____Vice president
Received this j”E day of fl~2015.
AflEST:
By;
Title:A SSOCjate
EXHIBIT:
Form of Notice of Redemption
{0017M26.DOC }
EXHIBIT “A”
FORM OF NOTICE OF REDEMPTION
Notice of Redemption
of
City of West University Place,Texas,
Waterworks and Sewer System Revenue Refunding Bonds,Series 2005
NOTICE IS HEREBY GIVEN,that the City of West University Place,Texas (the
“Issuer”)has called for early redemption of the $3,090,000 aggregate principal amount of the
above-captioned bonds with a date of September 1,2005 (the called bonds hereinafter referred to
as the ‘Bonds”)on January 13,2016,at a redemption price of par plus unpaid accrued interest to
the redemption date.
The Bonds mature on February 1 of the years shown,are in the aggregate principal
amounts for each maturity,and bear interest at the rate stated as follows:
Principal CUSIP
Year Amount Rate(%~j NUMBER
2016 $725,000 4.00%95639NER5
2017 380,000 4.100%95639NES3
2018 405,000 4.200%95639NET1
2019 400,000 4.250%95639NEU8
2020 395,000 4.300%95639NEV6
2021 395,000 4.375%95639NEW4
2022 390,000 4.400%95639NEX2
TOTAL $3,090,000
Said Bonds will become due and payable on the redemption date specified,and the
interest thereon shall cease to accrue from and after the redemption date.The redemption price
for the Bonds shall be paid at the principal corporate office of the Paying Agent hereafter
specified,only upon presentation and surrender thereof by the Holder.
The Bonds should be surrendered on the redemption date for payment of the redemption
price at the following address:IF BY EXPRESS DELIVERY:The Bank of New York Mellon
Trust Company,N.A.,Corporate Trust Services,2001 Bryan Street,9th Floor,Dallas,Texas
75201;IF BY MAIL DELIVERY:The Bank of New York Trust Company,N.A.,Corporate
Trust Services,P.O.Box 2320,Dallas,Texas 75221-2320;and IF BY HAND DELIVERY:The
Bank of New York Mellon Trust Company,N.A.,Corporate Trust Services,New York Plaza,
1st Floor,New York,New York 10004.
{00176426.DoC }
IMPORTANT TAX NOTICE
Withholding of 28%of gross redemption proceeds of any payment made within the
United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003
(the “Act”),unless the Paying Agent has the correct taxpayer identification number (social
security or employer identification number)or exemption certificate of the payee.Please furnish
a properly completed Form W-9 or exemption certificate or equivalent when presenting
your securities.
*Note:The Issuer and Trustee/Agent shall not be responsible for the selection or use of the
CUSIP numbers selected,nor is any representation made as to their correctness indicated in the
notice or as printed on any Bond.They are included solely for the convenience of the holders.
{00176426DOC
GENERAL CERTIFICATE
We,the undersigned,Mayor and City Secretary,respectively of the City of West
University Place,Texas (the “Issuer”)DO HEREBY CERTIFY as follows:
1.Relative to Tax Supported Indebtedness
That the total principal amount of indebtedness of the Issuer,including its proposed
$3,170,000 General Obligation Refunding Bonds,Series 2016 (the “Bonds”)payable in whole
or in part from ad valorem taxes levied and collected by the Issuer is as follows:
Outstanding Indebtedness $63,197,651*
The Bonds $3,170,000
TOTAL INDEBTEDNESS $66,487,690
*Excludes the obligations being refunded by the Bonds
2.Relative to Debt Service Requirements
That a debt service requirement schedule for the Bonds,and other outstanding debt
payable in whole or in part from taxes is attached hereto as Exhibit “A”and made a part of this
Certificate for all purposes.
3.Relative to Taxable Values
That the assessed value of all taxable properties (net of exemptions)in the Issuer,as
shown by the tax rolls for the year 2015,and which have been duly approved and are the latest
official assessment of taxable property in the Issuer is as follows:
TOTAL ASSESSED TAXABLE VALUES OF
REAL AND PERSONAL PROPERTY $5,438,322,154
4.Relative to No-Default
The Issuer has never defaulted on any of its outstanding indebtedness,and the City is not
in default as to any covenant,condition or obligation on any prior bonds or other obligations
payable from the net revenues of the system.
5.Sale
The Bonds were sold by a private placement sale to First National Bank Texas.
6.Relative to Issuer Officials
That certain duly qualified and acting officials of the Issuer are as follows:
Susan Sample Mayor
Burt Ballanfant Councilmember
Bob Kelly Councilmember
{00098240.DOC }
Brennan Reilly Councilmember
Mardi Turner Councilmember
7.Relative to Incorporation
The Issuer is a duly incorporated Home Rule City operating under the Constitution and
laws of the State of Texas and the duly adopted Home Rule Charter of the Issuer.The Charter
has not been amended since the approval by the Attorney General of the Issuer’s $16,360,000
Permanent Improvement Refunding Bonds,Taxable Series 2013.
8.Relative to Litigation
There has never been and there is not now pending any litigation in any wise affecting the
validity of the Bonds,nor has there ever been nor is there now pending any litigation affecting
the power of the Issuer to levy and collect taxes to pay principal of or interest on the Bonds.
[Remainder of page intentionally left blank.)
{00098240.DOC
WITNESS OUR HANDS AND THE SEAL OF THE CITY OF WEST UNIVERSITY
PLACE,TEXAS,this _______day of ,201.
~vd~.
May’&’/1
O~
N.City Secretary 6 •N
S
{00098240.DOC)
Fi
n
a
l
De
b
t
Se
r
v
i
c
e
Re
q
u
i
r
e
m
e
n
t
s
‘
(
n
i
l
(a
)
In
c
l
u
d
e
s
th
e
de
b
t
se
r
v
i
c
e
re
q
u
i
r
e
m
e
n
t
s
pa
i
d
by
th
e
Wa
t
e
r
w
o
r
k
s
an
d
Se
w
e
r
Sy
s
t
e
m
.
(b
)
In
c
l
u
d
e
s
es
t
i
m
a
t
e
d
tr
a
n
s
a
c
t
i
o
n
co
s
t
s
an
d
an
y
ne
c
e
s
s
a
r
y
de
b
t
se
r
v
i
c
e
fu
n
d
tr
a
n
s
f
e
r
s
.
Savings (b)
Le
s
s
:
De
b
t
Pl
u
s
:
Ge
n
e
r
a
l
Ob
l
i
g
a
t
i
o
n
Le
s
s
:
Total
Fi
s
c
a
l
Ye
a
r
Cu
r
r
e
n
t
To
t
a
l
Se
r
v
i
c
e
on
th
e
Re
f
u
n
d
i
n
g
Bo
n
d
s
,
Se
r
i
e
s
20
1
6
De
b
t
Se
r
v
i
c
e
Pa
i
d
Debt
En
d
i
n
g
(1
2
/
3
1
)
De
b
t
Se
r
v
i
c
e
Re
f
u
n
d
e
d
Ob
l
i
g
a
t
i
o
n
s
Pr
i
n
c
i
p
a
l
In
t
e
r
e
s
t
by
W
W
S
S
(a
)
Service
20
1
6
$8
,
0
9
3
,
7
2
1
$8
4
0
,
5
1
6
$7
9
0
,
0
0
0
$1
9
,
6
1
3
38
3
,
9
5
0
$7,678,868
20
1
7
8,
4
6
6
,
0
3
9
47
3
,
2
2
6
41
0
,
0
0
0
31
,
4
2
9
75
2
,
1
2
5
7,682,116
20
1
8
8,
4
7
5
,
4
8
9
48
1
,
9
3
1
42
5
,
0
0
0
25
,
3
9
6
74
9
,
8
5
0
7,694,103
20
1
9
8,
4
9
5
,
3
1
1
45
9
,
9
2
6
41
0
,
0
0
0
19
,
3
6
3
76
6
,
6
7
5
7,698,073
20
2
0
8,
5
0
2
,
5
2
5
43
7
,
9
3
4
39
0
,
0
0
0
13
,
5
8
3
78
0
,
6
0
0
7,687,574
20
2
1
3,
7
8
4
,
9
8
8
42
0
,
8
0
1
38
0
,
0
0
0
8,
0
2
0
70
6
,
4
0
0
3,045,807
20
2
2
3,
6
6
1
,
3
9
1
39
8
,
5
8
0
36
5
,
0
0
0
2,
6
3
7
58
6
,
5
0
0
3,043,948
20
2
3
3,
0
8
0
,
4
1
3
3,080,413
20
2
4
2,
8
3
1
,
4
2
5
2,831,425
20
2
5
2,
8
3
1
,
9
1
3
2,831,913
20
2
6
2,
8
3
1
,
8
7
5
2,831,875
20
2
7
2,
8
3
2
,
3
0
0
2,832,300
20
2
8
2,
8
2
3
,
1
7
5
2,823,175
To
t
a
l
s
$6
1
,
7
6
1
,
5
8
9
$31,798 31,535 30,563 34,351 32,781 30,943
$6
6
,
7
1
0
,
5
6
3
$3
,
5
1
2
,
9
1
4
$3
,
1
7
0
,
0
0
0
$1
2
0
,
0
4
1
$4
,
7
2
6
,
1
0
0
$191,971 4
SIGNATURE AND NO-LITIGATION CERTIFICATE
THE STATE OF TEXAS §
COUNTY OF HARRIS §
CITY OF WEST UNIVERSITY PLACE §
We,the undersigned,officials of the City of West University Place,Texas (the “City”),
hereby certify:
(1)That this certificate is executed and delivered with reference to the
following described bonds:CITY OF WEST UNIVERSITY PLACE,TEXAS,
GENERAL OBLIGA HON REFUNDING BONDS,SERIES 2016,in the
aggregate principal amount of $3,170,000 (the “Bonds”).
(2)That the Bonds have been duly and officially executed by the
undersigned with their manual or facsimile signature in the same manner
appearing hereon,and the undersigned hereby adopt and ratify their respective
signatures in the manner appearing on each of the Bonds whether in manual or
facsimile form,as the case may be,as their true,genuine and official signatures.
(3)That at the date of execution of the Bonds and on the date hereof,
we were and are the duly chosen,qualified,and acting officers indicated therein
and herein and authorized to execute the same.
(4)That the legally adopted proper and official corporate seal of the
City is impressed,imprinted,or lithographed on all of the Bonds and impressed
on this certificate.
(5)That no litigation of any nature is now pending before any federal
or state court or administrative body,or to our knowledge threatened,contesting
or attacking the Bonds;seeking to restrain or enjoin the issuance or delivery of the
Bonds and Certificates or the levy and collection of taxes to pay the principal of
and interest on the Bonds;or questioning the issuance,sale,or validity of the
Bonds,the authority or action of the governing body of the City relating to the
issuance or sale of the Bonds,and that neither the corporate existence or
boundaries of the City or the right to hold office of any member of the governing
body of the City or any other elected or appointed officer of the City is being
contested or otherwise questioned.
(6)That no authority or proceeding for the issuance,sale,or delivery
of the Bonds,passed and adopted by the governing body of the City,has been
amended,repealed,revoked,rescinded,or otherwise modified since the date of
passage thereof~and all such proceedings and authority relating to the issuance
and sale of the Bonds remain in fill force and effect as of the date of this
certificate.
{00176402.DOC }
DELIVERED this 4~/day of ~
I çCity’s S~äl)
~
\~:•~//‘~,7~
V
~~E~Sigflature Official Title
~ample ~~~&ayor,City of West University Place,Texas
c /r Ci~Secreta~,City of West University Place,Texas
‘‘Thelma A.Lenz 4
{00176402.DOC }
THE STATE OF TEXAS §
COUNTY OF HARRIS §
Before me,the undersigned Notary Public,personally appeared the Honorable Susan
Sample and Thelma A.Lenz,known to me to be the Mayor and City Secretary,respectively,of
the City of West University Place,Texas,and being first duly sworn by me and in my presence,
did execute the foregoing instrument.
IN WITNESS WHEREOF,I have set my hand and seal of office as of l4~day of
December,2015.
Notary Public in and for the a e of Texas
(SEAL)
{00176402.DOC }
CITY OF WEST UNIVERSITY,TEXAS
do JOHNSON PETROV LLP
2929 Allen Parkway,Suite 3150
Houston,Texas 77019
Phone (713)489-8977
Fax (713)358-3531
December 14,2015
Attorney General of Texas
300 West 15th Street,7th Floor
Austin,Texas 78701
Attention:Public Finance Division
Re:City of West University,Texas $3,170,000 General Obligation Refunding Bonds,
Series 2016 (the “Bonds”)
Ladies and Gentlemen:
The captioned bonds are being sent to you for your examination and approval.We
enclose instruments authorizing such bonds,including one signed but undated copy of a General
Certificate and Signature Identification and No-Litigation Certificate.Upon approval of such
bonds,you are authorized to insert the date of the approval on such Certificates.
If any litigation should develop,or if any other event should occur which would make the
Certificates inaccurate before you approve the captioned bonds,we will noti1~’you at once by
both telephone and telegraph.With this assurance,you can rely on the accuracy of such
Certificates at the time you approve such bonds,unless we advise you otherwise.
After you have approved such bonds,please deliver them to the Comptroller of Public
Accounts of the State of Texas for registration.
Thank you for your assistance in this matter.
{00176596.DOC }
EXECUTED as of the ________day ofbtl CtwJUk~2015.
CITY OF WEST UNIVERSITY PLACE,TEXAS
rVcu~/C~Th~
M~äor
APPROPRIATION CERTIFICATE
STATE OF TEXAS §
COUNTY OF HARRIS §
CITY OF WEST UNIVERSITY PLACE §
I,the undersigned City Secretary of the City of West University Place,Texas,do hereby
certify as follows:
That the City of West University Place,Texas has appropriated
from lawfully available hinds of the City sufficient funds to pay
initial principal and interest payments due February 1,2016 and
August 1,2016 for its $3,170,000 City of West University Place,
Texas,General Obligation Refunding Bonds,Series 2016.
[EXECUTION PAGE FOLLOWS]
{00176405.DOC }
IN WITNESS WHEREOF,I have signed my name officially and affixed the seal of the
City of West University Place,this the ILftrI day of £~c’e~,Ser Zct5-.
I
City Secretary
/
2
West University Place,Texas
A.Lenz,TRMC
{00176405.DOC }
PAYING AGENT’S CERTIFICATE FOR THE REFUNDED BONDS
This certificate is made by The Bank of New York Mellon Trust Company,NA.in its capacity
as Paying Agent/Registrar (the “Paying Agent”)for the City of West University Place,
Waterworks and Sewer System Revenue Refunding Bonds,Series 2005 (the “Refunded
Bonds”),which have been called for redemption on January 13,2016.
The Paying Agent hereby certifies as follows:
1.The amount required to pay all principal of and interest on the Refunded Bonds for
the redemption of the Refunded Bonds on the redemption date is $3,148,507.31.
2.The Paying Agent acknowledges that all funds to be received for the redemption of
the Refunded Bonds,which are scheduled to be received by the Paying Agent on
January 12,2016 and paid to the registered owners of the Refunded Bonds on
January 13,2016 will not be invested except in investments authorized by
Section 1207.62 of the Texas Government Code,and,to the extent deposited in an
account rather than invested,will be secured in the manner and to the extent
required by Texas law,including the Public Funds Collateral Act.
3.The Paying Agent’s services to be performed as described in this certificate are
pursuant to the terms and conditions of the Agreement between the Paying Agent
and the City of West University Place for the Refunded Bonds and the Paying
Agent will look only to the terms of its Agreement for the payment of fees related
to such services.
4.The Notice of Redemption has been provided to the registered owners in
accordance with the Ordinance Authorizing the City of West University Place,
Waterworks and Sewer System Revenue Refunding Bonds,Series 2005.
[signature page follows]
{00176947.DOCX }
Signed on the _________day of ,2016.
The Bank of New York Mellon Trust Company,NA.~Floor
2001 Bryan Street
Dallas,T as 75201,as Paying Agent
By:________
Title:Associate
~OOl76947DOCX
C
i
t
y
o
f
We
s
t
U
n
i
v
e
r
s
i
t
y
Pl
a
c
e
,
Te
x
a
s
Fi
n
a
l
De
b
t
Se
r
v
i
c
e
Re
q
u
i
r
e
m
e
n
t
s
~~j
J
e
~
~
(
Le
s
s
:
De
b
t
Pl
u
s
:
Ge
n
e
r
a
l
Ob
l
i
g
a
t
i
o
n
Le
s
s
:
Total
Fi
s
c
a
l
Ye
a
r
Cu
r
r
e
n
t
To
t
a
l
Se
r
v
i
c
e
on
th
e
Re
f
u
n
d
i
n
g
Bo
n
d
s
,
Se
r
i
e
s
20
1
6
De
b
t
Se
r
v
i
c
e
Pa
i
d
Debt
Fa
d
i
n
g
(1
2
/
3
1
)
De
b
t
Se
r
v
i
c
e
Re
f
u
n
d
e
d
Ob
l
i
g
a
t
i
o
n
s
Pr
i
n
c
i
p
a
l
In
t
e
r
e
s
t
I~
’
W
W
S
S
(a
)
Service Savings (b)
20
1
6
$8
,
0
9
3
,
7
2
1
$8
4
0
,
5
1
6
$7
9
0
,
0
0
0
$1
9
,
6
1
3
38
3
,
9
5
0
$7,678,868
20
1
7
8,
4
6
6
,
0
3
9
47
3
,
2
2
6
41
0
,
0
0
0
31
,
4
2
9
75
2
,
1
2
5
7,682,116 $31,798
20
1
8
8,
4
7
5
,
4
8
9
48
1
,
9
3
1
42
5
,
0
0
0
25
,
3
9
6
74
9
,
8
5
0
7,694,103 31,535
20
1
9
8,
4
9
5
,
3
1
1
45
9
,
9
2
6
41
0
,
0
0
0
19
,
3
6
3
76
6
,
6
7
5
7,698,073 30,563
20
2
0
8,
5
0
2
,
5
2
5
43
7
,
9
3
4
39
0
,
0
0
0
13
,
5
8
3
78
0
,
6
0
0
7,687,574 34,351
20
2
1
3,
7
8
4
,
9
8
8
42
0
,
8
0
1
38
0
,
0
0
0
8,
0
2
0
70
6
,
4
0
0
3,045,807 32,78.1
20
2
2
3,
6
6
1
,
3
9
1
39
8
,
5
8
0
36
5
,
0
0
0
2,
6
3
7
58
6
,
5
0
0
3,043,948 30,943
20
2
3
3,
0
8
0
,
4
1
3
3,080,413
20
2
4
2,
8
3
1
,
4
2
5
2,831,425
20
2
5
2,
8
3
1
,
9
1
3
2,831,913
20
2
6
2,
8
3
1
,
8
7
5
2,831,875
20
2
7
2,
8
3
2
,
3
0
0
2,832,300
20
2
8
2,
8
2
3
,
1
7
5
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
2,823,175 ____________
To
t
a
l
s
$6
6
,
7
1
0
,
5
6
3
$3
,
5
1
2
,
9
1
4
$3
,
1
7
0
,
0
0
0
$1
2
0
,
0
4
1
$4
,
7
2
6
,
1
0
0
$61,761,589 $191,971
(a
)
In
c
l
u
d
e
s
th
e
de
b
t
se
r
v
i
c
e
re
q
u
i
r
e
m
e
n
t
s
pa
i
d
by
th
e
Wa
t
e
r
w
o
r
k
s
an
d
Se
w
e
r
Sy
s
t
e
m
.
(b
)
In
c
l
u
d
e
s
es
t
i
m
a
t
e
d
tr
a
n
s
a
c
t
i
o
n
co
s
t
s
an
d
an
y
ne
c
e
s
s
a
r
y
de
b
t
se
r
v
i
c
e
fi
n
d
tr
a
n
s
f
e
r
s
.